Goa Industrial Development Corporation

GOA INDUSTRIAL DEVELOPMENT CORPORATION

Plot No.13A-2, EDC Complex, Patto Plaza, Panaji-Goa 403 001

Tel.: 91-832-2437470 to 73: Fax: 91-832-2437478-79

email: website:

TRIPARTITE DEED OF LEASE

NOTE: FORMAT OF TRIPARTITE DEED OF LEASE TO BE USED IN CASES INVOLVING FOLLOWING SITUATIONS:

(A)When plot alloted to original party is transferred to the transferee with constructions thereon made by the original party.

(B)When the new transferee party is permitted to make extension to the above referred constructions.

Both the above situations pertains to open plot.

“TRIPARTITE DEED OF LEASE”

NOTE:FORMAT OF TRIPARTITE DEED OF LEASE TO BE USED IN CASES INVOLVING FOLLOWING SITUATIONS:

(A)When plot alloted to original party is transferred to the transferee with constructions thereon made by the original party.

(B)When the new transferee party is permitted to make extension to the above referred constructions.

Both the above situations pertains to open plot.

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“TRIPARTITE DEED OF LEASE”

THIS TRIPARTITE DEED OF LEASE is made on this ______day of the month , year, Two Thousand .

BETWEEN

(1)THE GOA INDUSTRIAL DEVELOPMENT CORPORATION, a body corporate established under the “Goa, Daman and Diu Industrial Development Act, 1965” with its registered office at Panaji-Goa, hereinafter called “THE CORPORATION” (Which expression shall unless the context does not so admit, include its successors and assigns) of the FIRST PART;

AND

(2)M/s Acoustic components, a partnership firm of a) Shri Devidas G. Pai Kane b) Shri Sunil M. Pai Kane c) Smt. Gaurapriya A. Pai Kane d) Shri Atul D. Pai Kane and 2) Shri Swaroop P. Naik of M/s Acoustic Components is a partnership deed dated 1/ 4/ 2006 registered at the registrar of firms Bardez at Mapusa Goa represented in this transaction by virtue of Power of Attorney dated 25th May, 2006 by Mr. Swaroop P. Naik of 24 years age, son of Shri Pandharinath Naik reisdent of Mapusa-Goa.

hereinafter called “THE LESSEE” (which expression shall unless it be repugnant to the context or mening thereof, include its heirs, executors, administrators, successors, and permitted assigns) of the SECOND PART;

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AND

(3)Shri Virkumar Sawant, of 56 age, son of Shri Shankarrao Gundoba Sawant reisdent of Mapusa Goa sole proprietor of proprietory concern functioning under name and style of Mrs. Biosphere Enviro Tech.

hereinafter called “THE CONFIRMING PARTY” (which expression shall unless it be repugnant to the context or meaning thereof, include its heirs, executors, adminsitrators, successors and permitted assigns) of the THIRD PART.

WHEREAS:-

(A)The Corporation is the owner of or otherwise well and sufficiently entitled to the landed premises bearing plot no. 23 (hereinafter referred to as “THE SAID PLOT” admeasuring 1046 square meters and forming a part of the larger property surveyed under No. 52 and situated in Village Panchayat limits of Tuem

and acquired under Notification No. 22/123/82/RD dated 2/3/1985

under Section 6 of the Land Acquisition Act, 1894 as dated 28/ 01/ 2002 said plots transferred to the Confirming Party i.e. M/s Biosphere Enviro Tech fro the manufacturing of water treatment machinery etc. now known as ______

INDUSTRIAL ESTATE (which hereinafter referred to as “THE SAID INDUSTRIAL ESTATE”.)

AND WHEREAS :-

(A)The Corporation vide Allotment Order bearing No.GIDC/ED/LND/23/Tuem/4793

dated 14/ 2/ 1995 allotted to M/s Goa Polymers on lease basis the said plot for its pressed articles, sale sheets and other moulded etc. manufacturing unit, upon the Party agreeing to pay the premium amount of Rs. 52,000/- (Rupees Fifty Two Thousand only).

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Payable in 6 annual instlments and upon the Party agreeing to pay regularly the annual lease rent of Rs. 1040/- (Rupees One Thousand and Forty only). M/s Goa Polymers paid the total premium amount and subsequently vide transfer order

(B)The possession of said plot was given to the Confirming Party and the Confirming Party has constructed a shed ad-measuring 176:91 square merters on the said plot.

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(C)The confirming Party vide its application dated 11/8/ 2005 has sought permission of the Corporation to transfer the constructed shed on the said plot to the Lease herein, and requested the Corporation to allot the said plot to Lessee.

(D)The Lessee vide its application dated 29/12/2005 has requested the Corporation to allot the said plot to it on lease basis.

(E)The Corporation vide Transfer Allotment Order bearing No.GIDC/ED/Tuem/P-23/8072 dated 24/03/2006 has accorded its permission to transfer the said plot to the Lessee by way of allotment, subject to the Lessee herein agreeing to pay all the dues and discharge all the liabilities as on the date of execution of these presents, on account of the original allotment of the said plot to the Confirming Party.

(F)The Lessee has paid to the Corporation transfer fees amounting to Rs. 31,200/-

(Rupees Thirty One Thousand Two Hundred only) vide Receipt No. PNJ 1540 dated 10/3/2006 , as required by the said transfer allotment order.

NOW THIS DEED WITNESSETH AS UNDER:-

(1)In pursuance of the above referred allotment order, and in further consideration of the Lessee agreeing to pay annual lease rent of Rs. 3120/- Rupees Three Thousand One Hundred and Twenty only) i.e. 2% of premium amount of the plot as prevailing from time to time and of the covenants to be performed by the Lessee, the Corporation does hereby demise to the Lessee for the purpose of using the constructed shed on the said plot for setting up of an industry, ALL the land described in the schedule hereto, and

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hereinbefore referred to as “THE SAID PLOT”, together with all easements and appurtenances whatsoever belonging or in anyway appurtenant thereto and the free right to passage at all times and for t eh purposes to and from the demised premises over the land adjoining the s=demised premises to the public road and vice versa, AND TO HOLD the demised premises unto the Lessee with effect from 24/03/2006 , i.e., the date of the transfer allotment order for a term of 30 years in the first instance. AND ON the expiry of the period of said 30 years the Lessee be desirous to get the said term of lease of 30 years extended to another 30 years and of such desire shall give notice in writing to the Corporation, the Corporation shall decide to extend the term of lease for further period of not exceeding 30 years, provided that the Industrial Unit of the Lessee is set up completely in all respect on the said plot and the said Industrial Unit functions and operates successfully to the satisfaction of the Corporation and that all dues and arrears have been duly paid.

In no event the total period of lease including the renewed period shall exceed 90 (ninety) yeas in the whole from the date of transfer allotment order, i.e. 24/03/2006.

(2)The leassee with the intent to bind all persons into whosoever hands the demised premises, i.e. the said Plot, may come both hereby covenant with the corporation as under:-

(a)That the Lessee shall during the continuance of this lease pay to the Corporation the yearly rent hereby reserved i.e. 2% premium amount of the plot as prevailing from time to time.

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In case of failure to pay the yearly rent, interest at the rate of 15% per annum will be charged for the delayed period.

(b)That the Lessee will during the said term pay all rates, taxes and charges of every description now payable or hereafter to become payable in respect of the demised premises or the building thereupon by the Corporation or the Lessee in respect thereof.

(c)That the Lessee will not make any excavation upon any part of the demised premises nor remove any stone, sand, gravel, clay or earth therefrom.

(d)If the Lessee has its own expenses if constructed an access road leading from the main road to the demised premises with at all times hereafter maintain the same in good order and condition to the reasonable satisfaction of the Corporation.

(d)If the Lessee has at its own expenses if constructed an access road leading from the main road to the demised premises will at all times hereafter maintain the same in good order and condition to the reasonable satisfaction of the Corporation.

(e)That the Lessee will observe and confirm to all rules, regulations and bye-laws of the local authority concerned and any other statutory regulations in anyway relating to public health and sanitation in force for the time being and to provide sufficient latrine accommodation and other sanitary arrangements for the labourers, workmen and other staff employed on the demised premises in order t keep the demised premises and surroundings clean and in good condition to the reasonable satisfaction of the Corporation and shall not without the written consent in writing of the Lessor Permit any labourers or workmen to reside upon the demised premises and in the event of such consent being given will comply strictly with the terms thereof.

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(f)That through the said term of lease the Lessee as its own expenses and cost will substantially repair, pave, clean and keep in good and substantial repair and conditions (including all usual and necessary internal and external painting, colour and white washing), the said buildings and the drains, compound wall, and fences thereunto belongings and all fixtures and additions thereto the reasonable satisfaction of the Corporation.

(g)That the Lessee will permit the Corporation its agents and servants from time to time and all reasonable times during the term hereby granted after a week’s pervious notice in writing, to enter into and/ or upon the demised premises and to introspect the state and conditions thereof and if upon such inspection it appears that any repairs are necessary, the Corporation may by notice to the Lessee call upon it to execute them within a reasonable time, the Corporation shall be entitled to do the same and recover the cost therefore from the Lessee.

(h)That the Lessee shall not do or permit anything to be done on the demised premises which mat be a nuisance or disturbance to the owners, occupiers or residents of other premises in the vicinity.

(i)That the Lessee will use the demised premises only for the purpose of a factory other than a factory for any of the obnoxious industries set out in schedule III hereto. The Corporation shall have a right to include or add any other industries to this list depending on the exigencies of the situation.

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(j)That during the continuance of the present lease, the Lessee will keep the buildings that may be erected on the said land insured in the joint names of Corporation and the Lessee against any damage by fire in their full market value and will produce the policy and receipts of payment to the Corporation on demand, and in the event of any buildings or part thereof being destroyed by fire, all the money received against the respective claim from the Insurance Corporation shall be spent in rebuilding and/ or repairing the premises so destroyed by fire under the direction of the Corporation and to its reasonable satisfaction and whenever during the said term the erected buildings are or any part thereof is destroyed by fire, hurricane or otherwise the Lessee shall reinstate and repair the same to the reasonable satisfaction of the Corporation and will nevertheless continue to pay the rent hereby reserved as if no such destruction or damage ahs happened. The Lessee shall be at liberty to keep the buildings insured against any other risks (besides fire), a sit deems fit.

(k)That the Lessee at the expiration or sooner determination of the lease will quietely deliver upto the Corporation the demised premises and all erections and buildings then standing or being thereon PROVIDED ALWAYS that the LESSEE shall be at liberty, if it shall have paid the rent and all municipal and other taxes, rates and assessments then due and shall have performed and observed the covenants and conditions herein contained prior to the expiration of the said term, to remove and appropriate to itself all buildings, erections and structures and materials from the said land, but so nevertheless, that the Lessee shall deliver up as aforesaid to the Corporation that plot of land hereby demised leveled and put in good order to the reasonable satisfaction of the Lessor.

(l)No change in the proprietorship or partnership or a private limited or unlimited company or of a registered or unregistered partnership firm to whom the plot is handed over shall be recognized without the previous written consent of the Corporation.

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Such permission, if granted, will be subject to such conditions that may be imposed and charges that may be levied by the Corporation from time to time.

(m)If the Lessee shall sell, assign or part with the demised premises for the then residue of the said term it shall deliver at the Lessee’s expense within thirty days after every such assignment or assurance shall have been duly registered under the Indian Registration Act or other amending statue notice of such delivery to be made to the Managing Director or to such Officer or person on behalf of the Corporation as the Corporation shall form time to time require.

(n)That the Lessee will not make nay alterations or additions at any time to the façade or elevations of any building or erection erected and standing on the demised premises or architectural features thereof except with the previous approval in writing of the Corporation.

(o)That the Lessee will not make extension or erect any buildings or structures on the demised land except in accordance with the building regulations set out in the Second Schedule hereto.

(p)That the Lessee will not erect any additional buildings, erections or structures except a compound wall and steps and garages and necessary adjuncts thereto as hereinafter provided on any portion of the said land outside the building line shown upon the plan annexed hereto.

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(q)That the Lessee shall if it intends to make any extension to the existing building on the demised premises, submit to the Corporation the specifications, section, plans, elvations and details of the extension proposed, in triplicate for scrutiny and approval by the Corporation.

(r )That the Lessee will not commence the work of proposed extension, if any, until the said plans, elevations, are approved as aforesaid and thereafter it shall not make any alterations and additions unless the same shall have been previously in like manner approved.

(s)That the Lessee shall complete the work of extension above referred within the time permitted for such completion in the extension approval order.

(t)That the Lessee shall commence the industrial activity within six months from the date of Transfer Allotment order.

(u)That if the Lessee fails to complete the factory building or start the industrial activities within the time aforesaid and in accordance with the stipulations hereinbefore contained (time in this respect being the sense of the contract), the Corporation shall re-enter upon the demised premises in the manner laid down in clause 3(d).

(3)PROVIDED ALWAYS and it is hereby agreed between the parties hereto as follows:-

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(a)If and whenever any part of the rent and/ or instalment or premium hereby reserved shall be in arrears, the same may be recovered from the Lessee and arrears of land revenue, without prejudice to any other mode of recovery or action.

(b)the Lessee shall not be entitled to sublet the demised premises or to assign its interest in this lease except with the previous permission in writing of the Corporationand subject to such conditions that may be imposed and charges that may be levied by the Corporation fromtime to time provided however, such sub-lessee or assignee enters into a convenant with the Lessee to bind himself to perform the terms and conditions of this lease.

(c )In the event of death or dissolution of the Lessee, the person to whom the title shall be transferred as heir or successor or otherwise shall cause notice to be given thereof to the Corporation within three months from the date of such occurrence.

(d)Whenever the instalment of pemium and/ or rent hereby reserved shall be in arrears for the term of thirty days, whether the same shall have been legally demanded or not or whenever there shall be any breach of any of the covenants by the Lessee herein contained, the Corporation may be entered upon any part of the demisedpremises in the name of the whole and thereupon the term hereby granted and the right to any renewal thereof shall absolutely cease and determine and the security deposit, if any, and the premium amount paid by the Lessee shall be forfeited. No compensation shall be payable to the Lessee on account of the buildings or improvements built or carried over on account of buildings or improvements built or made, PROVIDED ALWAYS that except for non-payment of rent and instalment of the premium due as aforesaid the power or re-

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entry and determination of lease hereinbefore contained shall not be exercised unless and until the Corporation shall have given to the Lessee, notice in writing of its intentions to do so, and of the specific breach or breaches of covenant in respect of which the re-entry is intended to be made and default shall have been made by the Lessee in remedying such brech or breaches within three months after receipt of such notice.